EXHIBIT 1

[LOGO] Companhia
       Vale do Rio Doce





                                    BY-LAWS




                                                     As amended at the Ordinary
                                        and Extraordinary Shareholders' Meeting
                                                         held on May 20th, 2002




                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil


<PAGE>


[LOGO] Companhia                                                               1
       Vale do Rio Doce


                                    BY-LAWS*


              CHAPTER I - NAME, PURPOSE, HEAD OFFICE AND DURATION

Article 1 - COMPANHIA VALE DO RIO DOCE, referred to in abbreviated form as
CVRD, is a joint-stock company governed by the present By-Laws and by
applicable legislation.

Article 2 - The purpose of the company is the exploitation of mineral deposits
in Brazil and abroad by means of the extraction, processing, industrialization,
transportation, shipment and commerce of mineral assets, as well as:

     I.   the building and operation of railways and the exploitation of rail
          traffic;

     II.  the operation of marine terminals, including nautical activities for
          the provision of support within the harbor;

     III. the exploitation, industrialization and commerce of forest resources;

     IV.  the carrying-on, in Brazil or abroad, of other activities that may be
          of direct or indirect consequence for the achievement of its
          corporate purpose, including research, industrialization, purchase
          and sale, importation and exportation and the provision of services
          of any kind whatsoever;

     V.   constituting or participating in any fashion in other companies
          related to its business purpose.

Article 3 - The head office and legal venue of the company shall be in the city
of Rio de Janeiro, State of Rio de Janeiro, the company being empowered for the
better realization of its activities to set up branch offices, subsidiary
branch offices, depots, agencies, warehouses, representative offices or any
other type of establishment in Brazil or abroad.

Article 4 - The term of duration of the company shall be unlimited.


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                               2
       Vale do Rio Doce


             CHAPTER II - CAPITAL AND SHARES

Article 5 - The share capital is R$ 5.000.000.000,00 (five billion reais),
corresponding to 388,559,056 (three hundred and eighty-eight million, five
hundred and fifty-nine thousand and fifty-six) book shares, being 249,983,143
(two hundred and forty-nine million, nine hundred and eighty-three thousand one
hundred and forty-three) common shares corresponding to R$ 3.216.797.281,39
(three billion, two hundred and sixteen million, seven hundred and ninety-seven
thousand and two hundred and eighty-one reais and thirty-nine cents), and
138,575,913 (one hundred and thirty-eight million, five hundred and
seventy-five thousand nine hundred and thirteen) class "A" preferred shares,
including 1 (one) special class share, corresponding to R$ 1.783.202.718,61
(one billion, seven hundred and eighty-three, two hundred and two thousand,
seven hundred and eighteen reais and sixty-one cents), all of no par value.

     ss. 1 - The shares are divided into common shares and preferred shares of
             classes "A" and "B", the latter at present being non-existent.

     ss. 2 - The special class preferred share shall belong exclusively to the
             Federal Government. In addition to the other rights assigned to
             it in the present By-Laws, the special class share shall possess
             the same rights as the class "A" preferred shares.

     ss. 3 - Each common and class "A" preferred share and the special class
             preferred share shall confer the right to one vote in decisions
             made at General Meetings, the provisions of ss. 4 following being
             observed.

     ss. 4 - The class "A" and special class preferred shares shall have the
             same rights as the common shares with the exception of the right
             to vote at the election of members of the Board of Directors, but
             shall nevertheless possess the right jointly to elect one member
             of the Audit Committee and the respective alternate.

     ss. 5 - The class "B" preferred shares shall have no voting rights.

     ss. 6 - Holders of class "A" preferred shares shall have priority in
             receipt of an annual minimum dividend of 6% (six per cent)
             calculated on the portion of the capital formed by this class of
             shares and divided equally among them.


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                               3
       Vale do Rio Doce


     ss. 7 - Holders of class "B" preferred shares shall have priority in
             receipt of an annual minimum dividend of 6% (six per cent)
             calculated on the portion of the capital formed by this class of
             share and divided equally among them after the dividend of the
             class "A" preferred shares has been paid or provision has been
             made for such payment.

     ss. 8 - The holders of the preferred shares of classes "A" and "B" shall
             be entitled to receive dividends and bonuses on the same
             conditions as those for common shares, the priorities specified in
             paragraphs ss. 6 and ss. 7 being observed.

     ss. 9 - The General Meeting or Board of Directors shall, within the
             authorized limit of capital, be entitled to authorize increases of
             the share capital by means of the issuance of class "B" preferred
             shares irrespective of the ratio previously existing between such
             shares and the common and/or class "A" preferred shares. In any
             increase of capital the ratio previously existing between the
             common shares and the class "A" preferred shares shall always be
             respected.

    ss. 10 - Should the shareholders' preemptive right be excluded in any
             increase of the subscribed capital of the company, whether in the
             manner set forth in ss. 2 of Article 6 below or by reason of the
             amalgamation of another company or of any other reorganization of
             a corporate nature, such increase of capital may be effected by
             means of the issuance of class "B" preferred shares.

    ss. 11 - Preferred shares without voting rights or with restricted voting
             rights shall only acquire such rights should the company fail to
             pay the fixed or minimum dividends to which they are entitled
             during 3 (three) consecutive fiscal years.

Article 6 - The company is authorized to increase its share capital up to the
limit of 300,000,000 (three hundred million) common shares and 600,000,000 (six
hundred million) class "A" and "B" preferred shares. Within the limit
authorized by the present Article the company shall, by means of a decision of
the Board of Directors, be entitled to increase the share capital without any
alteration of the By-Laws by means of the issuance of common shares and/or
preferred shares of class "A" or class "B" as prescribed by ss. 9 of Article 5.

     ss. 1 - The Board of Directors shall determine the conditions for
             issuance, including the price and the period of time prescribed
             for paying up.


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                              4
       Vale do Rio Doce


     ss. 2 - At the option of the Board of Directors the preemptive right in
             the issuance of shares, bonds convertible into shares and
             subscription bonuses, the placement of which on the market may be
             by sale on the stock exchange or by public subscription as per the
             prescriptions set forth in Law no. 6.404/76, may be rescinded.

     ss. 3 - Provided that the plans approved by the General Meeting are
             complied with, the company shall be entitled to delegate the
             option of share purchase to its managers and employees or to
             individuals who provide services to the company, with shares held
             in custody or by means of the issuance of new shares, the
             shareholders' preemptive right being excluded.

Article 7 - The special class share shall possess a veto right regarding of the
following subjects:

     I.   change of name of the company;

     II.  change of location of the head office;

     III. change of the corporate purpose with reference to mineral
          exploitation;

     IV.  the winding-up of the company;

     V.   the sale or cessation of the activities of any part or of the whole
          of the following categories of the integrated iron ore systems of the
          company: (a) mineral deposits, reserves and mines; (b) railways; (c)
          ports and marine terminals;

     VI.  any alteration of the rights assigned to the types and classes of the
          shares issued by the company in accordance with the prescriptions set
          forth in the present By-Laws;

     VII. any alteration of the present Article 7 or of any of the other rights
          assigned to the special class share by the present By-Laws.


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                              5
       Vale do Rio Doce


                         CHAPTER III - GENERAL MEETING

Article 8 - The ordinary Shareholders' General Meeting shall be held within the
first four months following the end of the fiscal year and, extraordinarily,
whenever called by the Board of Directors.

     ss. 1 - An extraordinary Shareholders' General Meeting shall be competent
             to discuss the subjects specified in Article 7.

     ss. 2 - The holder of the special class share shall be formally requested
             by the company to attend for the purpose of discussing the
             subjects specified in Article 7 by means of personal
             correspondence addressed to its legal representative, a minimum
             period of notice of 15 (fifteen) days being given.

     ss. 3 - Should the holder of the special class share be absent from the
             General Meeting called for this purpose or should it abstain from
             voting, the subjects specified in Article 7 shall be deemed as
             having been approved by the holder of the said special class
             share.

Article 9 - At an Ordinary or Extraordinary General Meeting, the chair shall be
taken by the Chairman, or in his absence by the Vice-Chairman of the Board of
Directors of the company, a shareholder being invited by the Chairman of the
Meeting to act as secretary.


                          CHAPTER IV - ADMINISTRATION

Article 10 - The Board of Directors and the Executive Board shall be
responsible for the administration of the company.

     ss. 1 - The term of office of the members of the Board of Directors and
             the Executive Board shall be 3 (three) years, their re-election
             being permitted.

     ss. 2 - The members of the Board of Directors and the Executive Board
             shall take office by means of signing the Minute Book of the Board
             of Directors or the Executive Board, as the case may be.


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                              6
       Vale do Rio Doce


     ss. 3 - The term of office of the members of the Board of Directors and
             the Executive Board shall be extended until their respective
             successors have taken office.

     ss. 4 - The General Meeting shall fix the overall amount for the
             remuneration of the administrators, benefits of any kind and
             allowances being included therein, taking into account the
             responsibilities of the administrators, the time devoted to the
             performance of their duties, their competence and professional
             repute and the market value of their services. The Board of
             Directors shall apportion the fixed remuneration among its members
             and the Executive Board.


                         SECTION I - BOARD OF DIRECTORS

Article 11 - The Board of Directors, a joint decision-making body, shall be
elected by the General Meeting and shall be formed of 9 (nine) effective
members and their respective alternates, all being resident in Brazil,
shareholders in the company and of distinguished professional repute in the
field of business administration.

     ss. 1 - The Chairman and the Vice-Chairman of the Board of Directors shall
             be elected among the members thereof during a Meeting of the Board
             of Directors to be held immediately after the General Meeting
             which has elected them.

     ss. 2 - At the time of election of the Board of Directors, 1 (one) of its
             members and his respective alternate shall be elected, by means of
             a separate vote, by the body of the employees of the company. Once
             the separate vote form provided for in the present paragraph has
             been concluded, those shareholders who are employees of the
             company shall take no part in the election of the remaining
             members of the Board of Directors, whatever the manner or process
             of such election may be.

     ss. 3 - In the case of vacancy in the office of Chairman, or of his
             impediment or temporary absence, the Vice-Chairman shall replace
             the Chairman and shall, during the period of such replacement,
             have powers identical to those of the Chairman, the alternate of
             the Chairman being nevertheless entitled to exercise the right to
             vote in his capacity as a member of the Board of Directors.


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                               7
       Vale do Rio Doce


     ss. 4 - Should a vacancy occur in the office of Chairman or Vice-Chairman,
             the Board of Directors shall elect the respective alternates in
             the first Meeting to be held after the vacancy.

     ss. 5 - During their impediments or temporary absences, members of the
             Board of Directors shall be replaced by their respective
             alternates.

     ss. 6 - Should a vacancy occur in the office of a member of the Board of
             Directors or of an alternate, the vacancy shall be filled by
             nomination by the remaining members of an alternate who shall
             serve until the next General Meeting. Should vacancies occur in
             the majority of such offices, a General Meeting shall be convened
             in order to proceed with a new election.

     ss. 7 - Should an absence or temporary impediment of the Chairman or the
             Vice-Chairman of the Board of Directors occur, the General Meeting
             of Shareholders shall be conducted by their respective alternates
             or, in case of their absence or impediment, by a member specially
             designated by the Board of Directors.

Article 12 - The Board of Directors shall meet on an ordinary basis once a
month and extraordinarily whenever called by the Chairman or, in his absence,
by the Vice-Chairman of the Board or by any 2 (two) members acting together.
Meetings of the Board of Directors shall only be held with the presence of and
decisions shall only be taken by the affirmative vote of a majority of its
members.

Article 13 - The Board of Directors shall be responsible for:

     I.     establishing the general guidance of the business of the company,
            its wholly-owned subsidiary companies and controlled companies;

     II.    electing and at any time removing the Executive Officers of the
            company, including the Chief Executive Officer, and assigning
            functions to them, as well as assigning the functions of Investor
            Relations to an Executive Officer, and also appointing the persons
            who shall form part of the Administrative, Consultive and Audit
            bodies of those companies and organizations in which the company
            participates, directly or indirectly.

     III.   inspecting the management work of the Executive Officers and at any
            time examining the books and papers of the company, requesting
            information about contracts signed or about to be signed as well as
            about any other acts;


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                               8
       Vale do Rio Doce


     IV.    expressing its opinion with reference to the Annual Report and the
            financial statements of the Executive Board, as well as to
            consolidated balance sheets and reports;

     V.     approving investment plans and programs, as well as the annual and
            multi-annual capital and operating budgets of the company,
            submitted to it by the Executive Board;

     VI.    with the provisions set forth in Article 2 of the present By-Laws
            being complied with, making decisions concerning the setting-up of
            companies, direct or indirect participation in the capital of other
            companies, consortia, foundations and other entities, by means of
            the exercise of rights of withdrawal, the exercise or non-exercise
            of rights of subscription, or increase or sale, both direct and
            indirect, of corporate equity, or in any other manner prescribed by
            law;

     VII.   establishing criteria and standards for the purchase of, sale of
            and placing of liens on fixed assets and for the constitution of
            encumbrances, the provisions set forth in Article 7 of the present
            By-Laws being complied with;

     VIII.  establishing criteria and standards for loans, financing and
            contracts in general;

     IX.    authorizing the negotiation, signing or alteration of contracts of
            any kind or value between the company and its shareholders, either
            directly or through intermediary companies or through companies
            which participate, directly or indirectly, in the controlling
            shareholder.

     X.     determining the general policy of the company as regards its
            personnel and the criteria regarding the remuneration, rights and
            benefits of its employees, fixing the corresponding expenses;

     XI.    authorizing the provision of guarantees to the third parties,
            including to companies in which it participates directly or
            indirectly, or to organizations or foundations;

     XII.   approving the internal organization of the company and the
            assignment of responsibilities;

     XIII.  selecting and removing independent accountants;

     XIV.   expressing its opinion regarding any matter to be submitted to the
            General Meeting of Shareholders;


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                               9
       Vale do Rio Doce


     XV.    authorizing the purchase of shares of its own issuance for
            maintenance in treasury, cancellation or subsequent sale.

     XVI.   appointing and removing the employee responsible for the internal
            auditing of the company, who shall report directly to the Board of
            Directors;

     XVII.  approving any reformulation, alteration, or amendment of
            shareholders' agreements or of agreements among the shareholders of
            companies in which the company participates, as well as approving
            the signing of new agreements that address subjects of this nature.


                            SECTION II - COMMITTEES

Article 14 - The Board of Directors may create technical or consultant
Committees in order to perform specific tasks or non-specific activities of
interest to the company.

Article 15 - The members who are part of the Committees mentioned in the
previous Article shall be subject to the same duties as the administrators and,
at the Board of Directors' discretion, may be remunerated.

Article 16 - The Committees created under the terms of Article 14 shall not
have decision making power.


                         SECTION III - EXECUTIVE BOARD

Article 17 - The Executive Board, the executive administration body of the
company, shall consist of 3 (three) to 8 (eight) Executive Officers, one of
whom shall be the Chief Executive Officer, the others having no specific
designation, their respective areas of activities and business units being
specified by the Board of Directors, all being resident in Brazil and of
distinguished professional repute, their re-election being permitted.

Article 18 - In the case of the impediment or absence of the above mentioned
Chief Executive Officer, same shall be replaced by another member of the
Executive Board designated by the Board of Directors. In the case of the
impediment or absence of any other Executive Officer, same shall be replaced by
another member of the Executive Board designated by the Chief Executive
Officer.


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                              10
       Vale do Rio Doce


Sole Paragraph - Should a vacancy occur in the office of the Executive Officer,
an alternate shall be elected at the next meeting of the Board of Directors
subsequent to the occurrence of such vacancy. This alternate shall serve until
the remainder of the term of office of the replaced Executive Officer has been
concluded.

Article 19 - The Executive Board shall meet on an ordinary basis once a week
and extraordinarily whenever called by any Executive Officer, decisions being
taken with the presence of a majority of members, with the Chief Executive
Officer ,or his substitute, being responsible for the coordination of its work,
which shall be recorded in a minute book.

Sole Paragraph - In the case of a tie vote, the Executive Board shall submit
the matter to the decision of the Board of Directors.

Article 20 - The Executive Board shall be responsible for:

     I.   complying with and ensuring compliance with the general guidelines
          and business policies of the company laid down by the Board of
          Directors, each Executive Officer being responsible for the area of
          activities and for the business unit assigned to him by the Board of
          Directors;

     II.  approving the rules regarding company personnel, in conformity with
          the general policy approved by the Board of Directors;

     III. authorizing the purchase of, sale of and placing of liens on fixed
          assets, being empowered to establish standards and delegate powers
          all in accordance with the criteria and standards established by the
          Board of Directors;

     IV.  authorizing the purchase of, sale of and placing of liens on
          non-fixed assets including securities, being empowered to establish
          standards and delegate powers, all in accordance with the criteria
          and standards established by the Board of Directors;

     V.   authorizing the signing of agreements, contracts and settlements that
          constitute liabilities, obligations or commitments on the company,
          being empowered to establish standards and delegate powers , all in
          accordance with the criteria and standards established by the Board
          of Directors;

     VI.  preparing in each fiscal year the Annual Report and Financial
          Statements to be submitted to the Board of Directors and the General
          Meeting;


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                              11
       Vale do Rio Doce


     VII.   authorizing the opening and closing of branch offices, subsidiary
            branch offices, depots, agencies, warehouses, representative
            offices or any other type of establishment in Brazil or abroad;

     VIII.  authorizing the waiver of rights and transactions, in both cases
            liens on securities being excepted, as well as the signing of
            arbitration agreements, being empowered to establish standards and
            delegate powers in accordance with the criteria and standards
            established by the Board of Directors;

     IX.    negotiating any reformulation, alteration, or amendment of
            shareholders' agreements or of agreements among the shareholders of
            companies in which the company participates, as well as negotiating
            the signing of new agreements that address subjects of this nature.

     ss. 1 - The Executive Board shall be empowered to lay down voting
             guidelines to be followed at the General Meetings by its proxies
             in the companies, foundations and other entities in which the
             company participates, directly or indirectly, the investment plans
             and programs of the company, as well as the respective budgets
             being complied with, the limit of responsibility being observed as
             regards, among others, indebtedness, the sale of assets, the
             waiver of rights and the reduction of corporate equity
             investments.

     ss. 2 - Without prejudice to the exercise of authority by the Board of
             Directors, the Executive Board shall take steps to appoint persons
             who shall form part of the Administrative, Consultive and Audit
             bodies of those companies and organizations in which the company
             participates directly or indirectly.

Article 21 - The responsibilities of the Chief Executive Officer are to:

     I.     take the chair at meetings of the Executive Board;

     II.    exercise executive direction of the Company, with powers to
            coordinate and supervise the activities of the other Executive
            Officers, exerting his best efforts to ensure faithful compliance
            with the decisions and guidelines laid down by the Board of
            Directors and the General Meeting;

     III.   coordinate and supervise the activities of the business areas and
            units that are directly subordinated to him;

     IV.    grant vacation and leave to the members of the Executive Board;


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                              12
       Vale do Rio Doce


     V.     keep the Board of Directors informed about the activities of the
            company;

     VI.    together with the other Executive Officers, prepare the annual
            report and draw up the balance sheet.

Article 22 - The responsibilities of the Executive Officers are to:

     I.   organize the services for which they are responsible;

     II.  participate in meetings of the Executive Board, contributing to the
          definition of the policies to be followed by the Company and
          reporting on matters of the respective areas of supervision and
          coordination;

     III. comply with and ensure compliance with the policy and general
          guidance of the Company's business laid down by the Board of
          Directors, each Executive Officer being responsible for his business
          units and specific area of activities.

Article 23 - The company shall be represented as plaintiff or defendant in
courts of law or otherwise, including as regards the signature of documents
constituting responsibility for this, by 2 (two) members of the Executive
Board, who may, in accordance with rules laid down by it, nominate proxies to
exercise jointly the powers granted.

Sole Paragraph - Summons and judicial or extrajudicial notifications shall be
made in the name of the Executive Officer responsible for Investor Relations.

Article 24 - In the case of commitments assumed abroad, the company may be
represented by a single member of the Executive Board, or by an
attorney-in-fact with specific and limited powers according to the present
By-Laws.

Sole Paragraph - The company may, moreover, be represented by a single proxy at
the General Meetings of shareholders of the companies in which it participates
or for acts arising out of the exercise of powers specified in a power of
attorney "ad judicia" or a special power of attorney conceded in accordance
with rules laid down by the Board of Directors.

Article 25 - Except when otherwise required by law, proxies shall be appointed
by a power of attorney in the form of a private instrument in which the powers
granted shall be specified, the term of validity of powers of attorney "ad
negotia" being limited to 1 (one) year.


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                              13
       Vale do Rio Doce


                          CHAPTER V - AUDIT COMMITTEE

Article 26 - The Audit Committee, a permanently functioning body, shall be
formed of 5 (five) effective members and an equal number of alternates, elected
by the General Meeting, which shall fix their remuneration.

Article 27 - The members of the Audit Committee shall carry out their duties
until the first Ordinary General Meeting to be held following their election,
their re-election being permitted.

Article 28 - In their absence or impediment, or in cases of vacancy of office,
the members of the Audit Committee shall be replaced by their respective
alternates.

Article 29 - The Audit Committee shall exercise the functions attributed to it
by prevailing legislation.


                         CHAPTER VI - COMPANY PERSONNEL

Article 30 - The company shall maintain a social security plan for its
employees administered by a foundation established for this purpose, the
provisions of prevailing legislation being complied with.


           CHAPTER VII - FINANCIAL YEAR AND DISTRIBUTION OF PROFITS

Article 31 - The fiscal year of the company shall coincide with the calendar
year, thus finishing on December 31st, when the balance sheets shall be
prepared, with semi-annual balance sheets being prepared on June 30th each
year.

Article 32 - After the constitution of the legal reserve, the employment of the
remaining portion of the net profit verified at the end of each financial year


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil
<PAGE>


[LOGO] Companhia                                                              14
       Vale do Rio Doce


(which shall coincide with the calendar year) shall, on the motion of the
Administration, be submitted to the decision of the General Meeting.

Sole Paragraph - The amount of the interest, paid or credited in the form of
interest on stockholders' equity in accordance with the prescriptions of
Article 9, ss. 7 of Law no. 9.249 of December 26th, 1995 and of relevant
legislation and regulations, may be ascribed to the compulsory dividend and to
the minimum annual dividend on preferred shares, such amount for all legal
purposes forming part of the sum of the dividends distributed by the company.

Article 33 - The formation of a Reserve for Depletion, should this be
prescribed by prevailing fiscal legislation, shall be taken into account in the
proposal for the distribution of dividends.

Article 34 - At least 25% (twenty-five per cent) of the net annual profit,
adjusted as per the law, shall be devoted to the payment of dividends.

Article 35 - At the proposal of the Executive Board, the Board of Directors
may determine the preparation of balance sheets in periods of less than six
months and declare dividends on account of the profit verified in these
balances as well as to declare them for the account of accrued profits or
profit reserves existing in the latest annual or semi-annual balance sheet.

Article 36 - The dividends and interest on stockholders' equity mentioned in
the Sole Paragraph of Article 32 shall be paid at the times and at the places
specified by the Executive Board, those not claimed within 3 (three) years
after the date of payment reverting in favour of the company.


I hereby declare that the above text is a true copy of the original, recorded
in the appropriate book.


                         Rio de Janeiro, May 20th, 2002


                           Paulo F. de Almeida Lopes
                                General Counsel


                                        Av. Graca Aranha, 26
                                        Tel. (21) 3814-4477 Fax. (21) 3814 4493
                                        20005-900 Rio de Janeiro RJ Brasil